This Amendment No. 5 (the Amendment No. 5) amends and supplements the
Tender Offer Statement on Schedule TO-I filed with the Securities and Exchange Commission (SEC) by PROG Holdings, Inc., a Georgia corporation (the Company), on November 4, 2021, as amended and supplemented
on November 8, 2021, November 10, 2021, November 26, 2021 and December 6, 2021 (as amended and supplemented, the Schedule TO) in connection with the offer by the Company to purchase for cash up to $425,000,000 in
value of shares of its common stock, par value $0.50 per share (the Common Stock), at a price not less than $44.00 per share and not more than $50.00 per share, less any applicable withholding taxes and without interest.
The Companys offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 4, 2021 (as it may be amended or supplemented from time to time, the Offer to Purchase)
and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the Letter of Transmittal, and together with the Offer to Purchase, the Offer). Copies of the Offer to Purchase
and Letter of Transmittal were filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
Only those items
amended or supplemented are reported in this Amendment No. 5. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 5 does not modify any of the information
previously reported on the Schedule TO. All capitalized terms in this Amendment No. 5 and not otherwise defined have the respective meanings ascribed to them in the Schedule TO. You should read this Amendment No. 5 together with
the Schedule TO, the Offer to Purchase and the related Letter of Transmittal.
ITEM 11.
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Additional Information.
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Item 11 is hereby amended and supplemented by adding the following information:
On December 8, 2021, the Company issued a press release announcing the final results of the Offer, which expired at 12:00 midnight,
New York City time, at the end of the day on December 3, 2021. A copy of such press release is filed with this Amendment No. 5 as an attachment to Exhibit (a)(5)(xx) and incorporated herein by reference.